SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

George Jean

(Last)

(First)

(Middle)

C/O CRITICAL THERAPEUTICS, INC.

60 WESTVIEW ROAD

(Street)

LEXINGTON

02421

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CRITICAL THERAPEUTICS INC [ CRTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/02/2004		C		1,904,759⁽¹⁾	A	$0	1,904,759	I⁽²⁾	See Footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	⁽¹⁾	06/02/2004		C			7,142,856	⁽¹⁾	⁽¹⁾	Common Stock	1,904,759	$0	0	I⁽²⁾	See Footnote⁽²⁾

Explanation of Responses:

1. Automatic conversion of every 3.75 shares of Series B Convertible Preferred Stock into 1 share of Common Stock upon the closing of the Issuer's initial public offering.

2. The shares are held as follows: 1,527,100 by ATV VII, 61,281 by Advanced Technology Ventures VII(B), L.P., 29,456 by Advanced Technology Ventures VII(C), L.P., 9,100 by ATV Entrepreneurs VII, L.P., 5,714 by ATV Alliance 2003, L.P., 255,782 by Advanced Technology Ventures VI, L.P. and 16,326 by ATV Entrepreneurs VI, L.P. These shares are held directly by the Funds which are managed by their respective General Partners. Ms. George is a managing director of the General Partner of ATV VII and its affiliated funds. Ms. George disclaims beneficial ownership of the shares held by the Funds, except to the extent of her pecuniary interest therein.

Remarks:

This Form 3 is filed by Jean George ("Ms. George") and Advanced Technology Ventures VII, L.P. ("ATV VII"), Advanced Technology Ventures VII(B), L.P., Advanced Technology Ventures VII(C), L.P., ATV Entrepreneurs VII, L.P., ATV Alliance 2003, L.P., Advanced Technology Ventures VI, L.P. and ATV Entrepreneurs VI, L.P. (collectively, the "Funds"). Ms. George and the Funds are sometimes referred to herein as the "Reporting Person." The address of the principal business office of each of the Reporting Persons is 1000 Winter Street, Suite 3700, Waltham, MA 02451.

	/s/ Jeam M. George	06/04/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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